This is a legal agreement (the "Agreement") between Smith Micro Software, Inc. and Celsys, Inc. ("Smith Micro") and you (the "User"), covering your use of the Software. You must read the Agreement before using the Software. By installing the Software, you are agreeing to be bound by the terms of this Agreement. If you do not agree to the terms of this Agreement, you should not use or install the Software.
If you do not agree to the terms of this Agreement, you may return the Software within 30 days to the place where you obtained it for a refund. Upon refund, the Software package must be in its original condition with the proper receipt. You may not return the Software if the Software package is incomplete or without proper receipt.
The "Software" in this Agreement means the software program, its CD-ROM, demonstration data, driver utility, etc.
1. PERMITTED USES AND RESTRICTIONS.
1.1 The User may use the program on a single computer at a time. (Using the Software on more than one computer at a time is prohibited.)
1.2 The Software may not be installed on a media accessible over a server or network.
1.3 The User may not make copies of the program other than for backup purposes.
2. TITLE
This Software (including its copies) is the intellectual property of Smith Micro Software, Inc. and Celsys, Inc. The Software and its data structure, design and code are confidential information on the business of Smith Micro Software, Inc. and Celsys, Inc. It is protected by Japanese and international copyright laws and treaties. You have only the limited rights granted by this license. Any backup copy must include all copyright information contained on the original and must be bound by Permitted Uses and Restrictions. The User may not modify, translate, reverse engineer, decompile and disassemble the Software or try to explicate the source code by any means.
The Software manual and documentation, in printing or in electronic format, are also the intellectual property of Smith Micro Software, Inc. and Celsys, Inc. and may not be duplicated, published or quoted. The User may not print more than one copy of the electronic documentation.
This Agreement does not grant the title of the Software. The Software is licensed, not sold.
3. TRANSFER AND RESALE
3.1 The User may not rent, lease, loan, let use the Software and its manual to any third party regardless of long term or short term, with or without charge. The User may transfer the license to a third party with permission of Smith Micro Software, Inc. and Celsys, Inc. under the following conditions.
(1) The User already registered the Software under his/her own name.
(2) The User may transfer the Software and license to another party if the other party agrees to accept all terms and conditions of this Agreement.
(3) The User must transfer the Software and all its previous versions (older versions, upgrade versions or additional versions) to the third party.
(4) The User must agree or prove that all backup copies be destroyed.
3.2 The Software and its manual may not be sold, distributed, duplicated or sublicensed to any third party.
3.3 You acknowledge and agree that the Software is subject to restrictions and controls imposed by the Foreign Exchange and Foreign Control Law, Export Trade Control Ordinance, and any other related regulations (referred together as "Regulations" hereafter) of Japan. You acknowledge and agree that neither the Software nor any direct product thereof is being or will be shipped, transferred or re-exported, directly or indirectly, into any country prohibited by the Regulations, or will be used for any purpose prohibited by the Regulations.
4. SERIAL NUMBER
4.1 The serial number is issued to the User by Smith Micro Software, Inc. and Celsys, Inc. and may not be used by any third party.
4.2 The User may not sublicense the serial number to any third party.
4.3 The User may not reveal the serial number to any place that may be viewed by others publicly.
4.4 The serial number may not be reissued if missing.
5. TERMINATION
The license will terminate automatically if the User discontinues using the Software, or transfers the Software and the license, or fails to comply with the limitations described herein. Upon termination, the User must destroy all copies of the Software and accompanying documentation.
6. DISCLAIMER OF WARRANTY
6.1 The Software is provided "AS IS" and without guarantee of future updates for additional features or improving performance.
6.2 Smith Micro Software, Inc. and Celsys, Inc. only warrant the proper installation of the Software for registered users within 60 days of purchase, including the accompanying documentation.
6.3 Except 6.2, Smith Micro Software, Inc. and Celsys, Inc. make no warranty of any kind and Smith Micro and its resellers expressly disclaim all warranties and/or conditions, express or implied, including, but not limited to, the implied warranties and/or conditions of merchantability or satisfactory quality and fitness for a particular purpose and noninfringement of third party rights. Smith Micro Software, Inc. and Celsys, Inc. do not warrant that the functions contained in the Software will meet the User requirements, or that the operation of the Software will be uninterrupted or error-free, or that defects in the Software will be corrected.
Furthermore, Smith Micro Software, Inc., Celsys, Inc., and its resellers do not warrant any natural disasters such as fire, earthquake and flood or make any representations regarding the use or the results of the use of the Software or related documentation in terms of their correctness, accuracy, reliability, or otherwise.
7. Privacy Policy
Smith Micro Software, Inc., and Celsys Inc., will not loan, rent, sell or share any Personal Identifying Customer Information to others. Personal Identifying Information maybe disclosed to appropriate third parties to process transactions you (customer) have initiated, including shipping products to you and invoicing for purchases made. Examples of such third parties are our order processing and fulfillment service providers, partners, affiliates, distributors and credit card processing companies. Personal Identifying Information will only be disclosed to third parties if we are required to do so by law, to protect our rights and property or to protect against misuse or unauthorized use of our web site and/or Smith Micro Software products.
8. LIMITATION OF LIABILITY.
Under no circumstances, including negligence, shall Smith Micro Software, Inc. and Celsys, Inc. and its resellers be liable for any incidental, special, indirect or consequential damages arising out of or relating to this license.
9. CONTROLLING LAW AND SEVERABILITY.
This Agreement shall be governed by the laws of Japan and international laws including US copyright & trademark laws. If for any reason a court of competent jurisdiction finds any provision of the Agreement, or portion thereof, to be
unenforceable, that provision of the Agreement shall be enforced to the maximum extent permissible so as to affect the intent of the parties, and the remainder of this
Agreement shall continue in full force and effect.
The User may not modify the Agreement under any circumstances.
10. OBSERVATION OF CONDITIONS
If Smith Micro Software, Inc. and Celsys, Inc. or their representative requests the User to show proof of proper use of the Software and proper compilation of the conditions in this Agreement, the User agrees to provide written proof within 30 days.
11. MISCELLANEOUS
The User should submit the registration card or register online. Smith Micro Software, Inc. and Celsys, Inc. only provide the Software upgrades, support and limited warranty to their registered users. The Software upgrades and support fees are determined solely by Smith Micro Software, Inc. and Celsys, Inc.
If you have questions concerning the Agreement or need to contact Customer Service, please contact the following addresses:
Customer Service (returns, warranty): cs@smithmicro.com
