PLEASE READ THIS LEGAL AGREEMENT CAREFULLY BEFORE ORDERING THE SOFTWARE PROVIDED BY THE SOFTBANK SYSTEM. BY ORDERING THE SOFTWARE OR USING THE SOFTWARE, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS LICENSE AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE AGREEMENT, DO NOT ORDER OR USE THE SOFTWARE.
Subject to the provisions contained herein, Pacific Microelectronics ("Pacific Micro") hereby grants you a non-exclusive, non-transferable license to use software product ("Software") and related standard documentation ("Documentation") provided by the Softbank System (collectively referred to as the "Program") on a single user computer system.
License Term: The term of this license commences upon your purchase of the Program and is perpetual unless earlier determined upon default by one of the parties or as otherwise set forth herein.
Title: Title, and ownership rights, and intellectual property rights in and to the Program shall remain in Pacific Micro. The Program is provided for your own use under this license. This license does not include the right to sublicense and is personal to you and therefore may not be assigned (by operation of law or otherwise) or transferred without the prior written consent of Pacific Micro. You acknowledge that the Software source code remains a confidential trade secret of Pacific Micro and therefore you agree not to attempt to decipher or decompile the Software or develop source code for the Software or knowingly allow others to do so.
Updates: This license does not grant you any rights, license, or interest in any improvements, modifications, enhancements, or updates to the Program. Updates, if available, may be obtained by you at Pacific Micro's then current applicable charges, terms, and conditions. This license automatically extends to all updates supplied by Pacific Micro.
Warranty: Pacific Micro warrants that for a period of ninety (90) days from the date you purchase a license to it, the Software, if operated as directed, will substantially achieve the functionality described in the Documentation. Pacific Micro does not warrant, however, that your use of the Software will be uninterrupted or that the operation of the Software will be error-free. Pacific Micro's sole and exclusive obligation and liability for any breach of this warranty shall be at Pacific Micro's sole discretion: (i) to replace your defective Software; (ii) to repair or correct your Software so that it will confirm to the above warranty; (iii) to advise you how to achieve substantially the same functionality with the Software as described in the Documentation through a procedure different from that set forth in the Documentation; or (iv) to refund the purchase price paid by you for the license to the defective Software. Repaired, corrected, or replaced Software shall be covered by this limited warranty ffor the period remaining under the warranty that covered the original Software, or if longer, for thirty (30) days after the date (a) of shipment to you of the repaired or replaced Software, or (b) Pacific Micro advised you how to operate the Software so as to avoid the difficulty that you were having in achieving functionality. Only if you inform Pacific Micro of your problems with the Software during the applicable warranty period will Pacific Micro be obligated to honor this warranty. You must contact Pacific Micro by telephone or by letter to inform Pacific Micro of the problems.
THIS ABOVE IS A LIMITED WARRANTY AND IT IS THE ONLY WARRANTY MADE BY PACIFIC MICRO. PACIFIC MICRO MAKES NO OTHER EXPRESSED OR IMPLIED WARRANTIES AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABLILITY AND FITNESS FOR A PARTICULAR PURPOSE. NO DEALER OR RESELLER IS AUTHORIZED TO MAKE ANY MODIFICATIONS, EXTENSIONS, OR ADDITIONS TO THIS WARRANTY.
If any modifications are made to the Program by you during the warranty period, if the Software is subjected to accident, abuse or improper use; or if you violate the terms of this Agreement, then this warranty shall immediately be terminated. This warranty shall not apply if the Software is used on, or in conjunction with, hardware other than the unmodified version of hardware with which the Software was designed to be used as described in the Documentation.
Limitation of Liability: Your sole and exclusive remedies for any damage or loss in any way connected with the Program, whether by Pacific Micro's breach of any expressed or implied warranty, negligence, or any breach of any other duty, shall be, at Pacific Micro's option, repair or replacement of the Program or return or credit of Pacific Micro's list price for a license to such Program. Under no circumstances and under no legal theory, tort, contract, or otherwise, shall Pacific Micro be liable to you or any other person for any special, incidental, or consequential damages of any character including, without limitation, damages for loss of good will, work stoppage, computer failure or malfunction, or any and all other commercial damages or losses, or for any damages in excess of Pacific Micro's list price for a license to the Program, even if Pacific Micro shall have been informed of the possibility thereof, or for any claim by any other party.
Some states do not allow the exclusion or limitations of incidental or consequential damages or limitations on how long an implied warranty lasts so the above limitations or exclusions may not apply to you.
Termination: Either party may terminate this Agreement immediately in the event of default by the other party. Upon termination of this Agreement, you shall immediately discontinue the use of the Program and shall within ten(10) days return to Pacific Micro the Program. You may also terminate this Agreement at any time by destroying the Software and Documentation and all copies thereof. Your obligations to pay accrued charges and fees, if any, shall survive any termination of this Agreement.
General: This Agreement represents the complete and exclusive statement of the agreements concerning this license between the parties. It may only be amended by a writing executed by both parties. If any provision of this Agreement is held to be ineffective, unenforceable, or illegal under certain circumstances for any reason, such decision shall not affect the validity or enforceability of the remaining provisions of this Agreement. This Agreement shall be governed by and construed under California law except as required by U.S. Government rules and regulations to be governed by Federal law.
