EPSON SOFTWARE LICENSE AGREEMENT

Subject to the terms of this Agreement, Epson hereby grants you a limited, non-exclusive, non-sublicensable and non-transferable license to use the Software as follows:

1. modify the Software, in whole or in part, solely for the purpose of evaluating, developing, manufacturing and selling your own hardware that incorporates the Epson Hardware, if the Software is provided in source code form (for avoidance of doubt, "Software" in this Agreement includes any software modified by you from the Software pursuant to this subsection);
2. execute and reproduce the Software solely for the purpose of evaluating, developing, manufacturing and selling your own hardware that incorporates the Epson Hardware in which the Software is written;
3. distribute the Software to third parties (including, for avoidance of doubt, your customers and your subcontractors) and permit them to execute the Software both in a state in which your own hardware incorporates the Epson Hardware in which the Software is written solely for the purpose of selling such your own hardware;
4. execute the Software solely for the purpose of evaluating the Epson Hardware or evaluating your own hardware;
5. reproduce the Software solely for backup purpose; and
6. sublicense the right set forth in (i) through (v) above to your subcontractors, provided that you shall impose the same obligations and restrictions hereunder upon such subcontractors and you shall be jointly and severally liable for any breach of this Agreement by such subcontractors.

2.1 Except as otherwise permitted by this Agreement, you may not use the Software in any of the following ways. This also applies to your subcontractors.

• Use or copy the Software for any purpose other than as permitted herein;
• Copy the Software;
• Modify, adapt or translate the Software;
• Attempt to reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Software;
• Circumvents any technical limitations in the Software that allows you to use the Software only in certain ways;
• Transfer, rent, lease, distribute, lend the Software to third parties;
• Integrate the Software with other softwar
• Separate its component programs from the Software for any use other than as permitted herein; and
• Place the Software onto or into a shared environment accessible via a public network such as the Internet.

2.2 You may not use the Software in any of the following purposes. This also applies to your subcontractors.

1. Military purposes;
2. Life-sustaining purposes;
3. Any other purposes having (or assumed to) affect to human body;
4. Combination with any products other than Epson Hardware; and
5. Design and development of any products whose functions are similar with those of Epson Hardware.

2.3 You shall promptly give notice to Epson up on becoming aware of any infringement or threatened infringement of, or challenge to, the intellectual property rights in and to the Software. You shall, at the request and expense of Epson, do all such things as may be reasonably required to assist Epson in taking or resisting any proceedings in relation to any such infringement, threatened infringement or challenge.

Title, ownership rights, and intellectual property rights in and to the Software shall remain with Epson or its licensors and suppliers. The Software is protected by United States Copyright Law, copyright laws of Japan and international copyright treaties, as well as other intellectual property laws and treaties. There is no transfer to you of any title to or ownership of the Software and this License shall not be construed as a sale of any rights in the Software. You agree not to remove or alter any copyright, trademark, registered mark and other proprietary notices on any copies of the Software. Epson and/or its licensors and suppliers reserve all rights not granted.

Notwithstanding the foregoing license grant, you acknowledge that certain components of the Software may be covered by third-party licenses, including so-called "open source" software licenses, which means any software licenses approved as open source licenses by the Open Source Initiative or any substantially similar licenses, including without limitation any license that, as a condition of distribution of the software licensed under such license, requires that the distributor make the software available in source code format (such third-party components, "Third-Party Components"). A list of Third-Party Components, and associated license terms (as required), for particular versions of the Software is provided, if any, in the "license" folder in the downloaded file, at the end of this Agreement, in the applicable user manual, or in the license information displayed in the Software. To the extent required by the licenses covering Third-Party Components, the terms of such licenses will apply in lieu of the terms of this Agreement. To the extent the terms of the licenses applicable to Third-Party Components prohibit any of the restrictions in this Agreement with respect to such Third-Party Components, such restrictions will not apply to such Third-Party Component.

Subject to Section 17 (which may apply to you if you acquire goods and services from Epson in Australia), you acknowledge and agree that the use of the Software is at your sole risk. THE SOFTWARE IS PROVIDED "AS IS" AND WITHOUT ANY WARRANTY OF ANY KIND. EPSON AND ITS SUPPLIERS DO NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE SOFTWARE. Epson does not warrant that the operation of the Software will be uninterrupted, error free, free from viruses or other harmful components or vulnerabilities, or that the functions of the Software will meet your needs or requirements. Epson is not liable for performance delays or for nonperformance due to causes beyond its reasonable control. EPSON DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ALL WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS, RECENCY, COMPLETENESS, AND ACCURACY. SOME STATES OR JURISDICTIONS, HOWEVER, DO NOT ALLOW EXCLUSIONS OR LIMITATIONS OF IMPLIED WARRANTIES, AND IN SUCH STATES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

Subject to Sections 17 and/or 20 (which may apply to you if you acquire goods and services from Epson in Australia), TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EPSON OR ITS SUPPLIERS BE LIABLE FOR ANY DAMAGES, WHATSOEVER, WHETHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, WHETHER ARISING UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF WARRANTY, MISREPRESENTATION, OR OTHERWISE, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS, ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, OR ARISING OUT OF THE EXERCISE OF RIGHT UNDER THIS AGREEMENT, OR ARISING OUT OF THIS AGREEMENT, EVEN IF EPSON OR ITS REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF DAMAGES IN CERTAIN TRANSACTIONS, AND IN SUCH STATES, THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY.

This Section applies to all acquisitions of the Software by or for the U.S. Government (“Government”), or by any prime contractor or subcontractor (at any tier) under any contract, grant, cooperative agreement, “other transaction” (“OT”), or other activity with the Government. By accepting delivery of the Software, the Government, any prime contractor, and any subcontractor agree that the Software qualifies as “commercial” computer software within the meaning of FAR Part 12, paragraph (b) of FAR Subpart 27.405, or DFARS Subpart 227.7202, as applicable, and that no other regulation, or FAR or DFARS data rights clause, applies to the delivery of this Software to the Government. Accordingly, the terms and conditions of this Agreement govern the Government’s (and the prime contractor and subcontractor’s) use and disclosure of the Software, and supersede any conflicting terms and conditions of the contract, grant, cooperative agreement, OT, or other activity pursuant to which the Software is delivered to the Government. If this Software fails to meet the Government’s needs, if this Agreement is inconsistent in any respect with Federal law, or if the above cited FAR and DFARS provisions do not govern, the Government agrees to return the Software, unused, to Epson.

You shall comply with all applicable export laws, restrictions, and/or regulations of Japan, the United States or any other applicable foreign agency or authority. You agree that the Software will not be shipped, transferred or exported into any country or used in any manner prohibited by export control laws in the United States and other countries or any other export laws, restrictions or regulations.

Subject to Section 20 (which may apply to you if you acquire goods and services from Epson in Australia), this Agreement is the entire agreement between the parties related to the Software and supersedes any purchase order, communication, advertisement, or representation concerning the Software.

This Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors, assigns and legal representatives.

If any provision herein is found void or unenforceable by a court of competent jurisdiction, it will not affect the validity of the balance of the Agreement, which shall remain valid and enforceable according to its terms.

Subject to Section 20 (which may apply to you if you acquire goods and services from Epson in Australia), you agree that you will indemnify and hold harmless, and upon Epson's request, defend Epson and its directors, officers, shareholders, employees and agents from and against any and all losses, liabilities, damages, costs, expenses (including reasonable attorneys' fees), actions, suits, and claims arising from (i) any breach of any of your obligations in this Agreement or (ii) any use of the Software modified by you and/or any use of your own hardware. If Epson asks you to defend any such action, suit or claim, Epson will have the right, at its own expense, to participate in the defense thereof with counsel of its choice. You will not settle any third-party claims for which Epson is entitled to indemnification without the prior written approval of Epson.

13.1 This Agreement is effective at the earliest time you download, install or use the Software.

13.2 You may also terminate this Agreement at any time by uninstalling and destroying the Software. Without prejudice to any other rights Epson has, this Agreement shall automatically terminate upon failure by you to comply with this Agreement. Upon termination of this Agreement, you agree that all licenses to the Software will terminate and you shall discontinue all use of the Software, including without limitation, any further developing, manufacturing and selling your own hardware in relation to Epson Hardware, and that the Software, and all copies thereof, will be immediately destroyed.

13.3 Notwithstanding the provisions of the preceding subsection 13.2, you keep the rights set forth in Section 1 even after the termination of this Agreement, provided that (i) such rights are limited to Epson Hardware already purchased from Epson and (ii) are not for the purpose of development. In addition, notwithstanding the provisions of the preceding subsection 13.2, the termination of this Agreement will not affect any preexisting rights of your customers for your own hardware that incorporates the Epson Hardware.

You represent that you are of the legal age of majority in your state or jurisdiction of residence and have all necessary authority to enter into this Agreement, including, if applicable, due authorization by your employer to enter into this Agreement. Epson represents that it has all necessary authority to enter into this Agreement.

This Agreement shall be governed by and construed under the laws of Japan without regard to its conflicts of law rules. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded in all cases. In case of any dispute regarding the Software between you and Epson, the Tokyo District Court shall be the agreed court with exclusive jurisdiction.

THE FOLLOWING SECTIONS 16-23 OF THIS DOCUMENT MAY APPLY TO YOU IF YOU ACQUIRE GOODS OR SERVICES IN AUSTRALIA (SEE SECTIONS 17 AND 20 FOR FURTHER INFORMATION AS TO WHEN THESE SECTIONS APPLY)

For the purpose of the following Sections 16-23 of this Agreement, the Australian Consumer Law means Schedule 2 of the Competition and Consumer Act 2010 (Cth).

If you acquire the Software in Australia as a consumer under the Australian Consumer Law, which can include individuals or businesses or other entities of any size, this Agreement is subject to the following Sections 18 and 19.

Nothing in this Agreement applies where it would exclude, restrict or modify any right or remedy you may have under the Australian Consumer Law if such right or remedy cannot lawfully be excluded, restricted or modified.

Notwithstanding anything to the contrary in this Agreement, if you acquire goods (other than goods acquired for the purpose of resupply) and services from Epson as a consumer, they come with statutory guarantees under the Australian Consumer Law that are not excluded by any other terms of this Agreement.

The statutory guarantees include (without limitation) the following: Goods must be of acceptable quality. This means they must:

• be safe;
• be free from defects;
• be acceptable in appearance and finish;
• do all the things someone would normally expect them to do;
• match any demonstration model or sample;
• be fit for the purpose which Epson has represented to you it would be fit for;
• match the description of the goods given by Epson; and
• meet any express warranty given by Epson to you at the time of your purchase about their performance, condition and quality.

Services provided by Epson must:

• be provided with due care and skill or technical knowledge;
• be fit for the purpose or give the results that have been agreed to; and
• be delivered within a reasonable time when there is no agreed end date.

To the extent that Epson fails to comply with a consumer guarantee applicable to you under the Australian Consumer Law you are entitled to the remedies as set out in the Australian Consumer Law. For major failures with the service, you are entitled:

• to cancel your service contract with Epson; and
• to a refund for the unused portion, or to compensation for its reduced value.

You are also entitled to choose a refund or replacement for major failures with goods. If a failure with the goods or a service does not amount to a major failure, you are entitled to have the failure rectified in a reasonable time. If this is not done, you are entitled to a refund for the goods and to cancel the contract for the service and obtain a refund of any unused portion. You are also entitled to be compensated for any other reasonably foreseeable loss or damage from a failure in the goods or service.

Section 5 will not apply to you. The following section will apply instead:

EXCEPT THAT NOTHING IN THIS CLAUSE EXCLUDES, RESTRICTS OR MODIFIES ANY WARRANTIES, GUARANTEES, RIGHTS OR REMEDIES WHICH CANNOT BE EXCLUDED UNDER THE AUSTRALIAN CONSUMER LAW: (1) THE SOFTWARE IS PROVIDED "AS IS" AND WITHOUT ANY WARRANTY OF ANY KIND; (2) EPSON AND ITS SUPPLIERS DO NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE SOFTWARE; (3) Epson does not warrant that the operation of the Software will be uninterrupted, error free, free from viruses or other harmful components or vulnerabilities, or that the functions of the Software will meet your needs or requirements; (4) Epson is not liable for performance delays or for non-performance due to causes beyond its reasonable control; and (5) EPSON DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ALL WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS, RECENCY, COMPLETENESS, AND ACCURACY.

If:

(a) you are an individual and you acquire the Software wholly or predominantly for personal, domestic or household use or consumption; or
(b) this agreement constitutes a small business contract (as that term is defined in the Australian Consumer Law from time to time), then the following Sections 21-23 will apply to you.

Section 6 will not apply to you. The following section will apply instead of:

Subject to Section 17, IN NO EVENT WILL A PARTY OR ITS SUPPLIERS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, WHETHER ARISING UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF WARRANTY, MISREPRESENTATION, OR OTHERWISE, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS, ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, OR ARISING OUT OF THE EXERCISE OF RIGHT UNDER THIS AGREEMENT, OR ARISING OUT OF THIS AGREEMENT, EVEN IF THAT PARTY OR ITS REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Section 9 (Entire Agreement) will not apply to you.

Section 12 (Indemnification) will not apply to you.