End User Software License Agreement

This Agreement is a legal agreement between you (an individual or single entity, referred to hereinafter as "User") and EPSON regarding computer programs and related documentation, data and proprietary information (the “Licensed Software”) in connection with Epson’s audio IC (S1V and S1C series, hereinafter referred to as “Epson IC”) for use with User’s own products containing Epson IC. The Licensed Software is as follows:

Epson Voice Creation PC Tool

1. a. Subject to the terms and conditions of this Agreement, EPSON hereby grants to User a non-exclusive, non-sublicensable, personal, non-transferable, and royalty-free limited license and right as follows:
   
   1. to use and evaluate the Licensed Software for the purposes of developing, manufacturing and selling User’s products which function is to reproduce and replay audio data in combination with Epson IC (“Products”);
   2. to use the Licensed Software for the purposes of generating audio data; and
   3. to integrate the audio data generated by the Licensed Software and Epson IC into the Products, and then to distribute, sell and offer to sell the Products to any third parties.
2. b. User shall not sublicense the rights granted herein to any third parties for the purpose of entrusting its work as set forth in the above Subsection 2(1) without prior written consent of EPSON.

1. a. EPSON will provide to User, at its discretion, with the Licensed Software by either of following:
   
   1. by CD or DVD media, containing the Licensed Software (“Epson CD”); or
   2. by downloading from the website to be designated by EPSON separately.
2. b. User agrees to take all reasonable steps to safeguard the Epson CD and the Licensed Software to ensure that no unauthorized person has access to it and that no unauthorized copy, publication, disclosure or distribution of the Epson CD and the Licensed Software are made.
3. c. In case that User damages or loses the Epson CD, in part or in whole, by User’s fault, User shall immediately notify EPSON of such damage or lost in writing. User shall be responsible for the damage or loss caused by EPSON and the cost required for the replacement of the Epson CD.
4. d. EPSON may notify User of any update of Licensed Software, according to User’s contact information.

Unless otherwise expressly provided herein, EPSON retains sole property of Licensed Software and Epson CD.

Epson Voice Creation PC Tool

1. a. EPSON or its licensor retains any and all ownership rights, title and interest in the Licensed Software including any and all copies thereof.
2. b. The Licensed Software is protected under Japanese Copyright Laws and International Copyright Treaties, as well as other intellectual property laws and treaties. User agrees not to remove or alter any copyright and other proprietary notices on any copies of the Licensed Software.
3. c. The Licensed Software may contain open-source software (pursuant to the definition by the Open Source Initiative). If there is a conflict between the terms and conditions of this Agreement and any terms or conditions applicable to any open-source software contained in the Licensed Software, the terms and conditions applicable to such open-source software shall prevail and govern.

1. a. EPSON represents that EPSON retains the sufficient rights to grant a license of Licensed Software to User hereunder.
2. b. User acknowledges and agrees that the use of the Licensed Software is at User’s sole risk.

   THE LICENSED SOFTWARE IS PROVIDED "AS IS" AND WITHOUT ANY WARRANTY OF ANY KIND. EPSON DOES NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS USER MAY OBTAIN BY USING THE LICENSED SOFTWARE. EPSON MAKES NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE.

Notwithstanding anything to the contrary herein, User are prohibited to (a) use the Licensed Software for any purpose except those expressly permitted hereunder; (b) assign, rent, lease, lend and re-distribute the Licensed Software to any third parties; (c) the Licensed Software (i) on a stand-alone basis, and/or (ii) by writing the Licensed Software into any products other than User’s products integrating the Products; (d) copy the Licensed Software other than the purposes for backing up the Licensed Software; or (e) disassemble, de-compile or otherwise reverse engineer the Licensed Software in machine readable form in order to discover or otherwise obtain the source code thereof;

User shall comply with all applicable export laws, restrictions, and/or regulations of Japan, the United States or any other applicable foreign agency or authority. User will not export or re-export, or allow the export or re-export of any product, technology or information which User obtain or learn of pursuant to this Agreement (or any direct product thereof) in violation of any such laws, restrictions and/or regulations.

1. (1)This Agreement shall be effective upon the earlier of User’s download or install of the Licensed Software, and shall remain in effect unless and until terminated in accordance with the Subsection 9(2) or (3).
2. (2) This agreement shall be automatically terminated with immediate effect and without any notice to User upon (a) User’s breach of any terms and conditions of this Agreement, (b) User’s termination to manufacture or sale of the Products, (c) termination of a software license agreement between EPSON and its licensor, or (d) termination of supply agreement between Epson and User, if any.
3. (3) IN NO EVENT WILL EPSON BE LIABLE TO USER FOR ANY DIRECT, CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES, INCLUDING ANY LOST PROFITS OR LOST SAVING, EVEN IF EPSON OR ITS REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES ARISING OUT OF THE TERMINATION OF THIS AGREEMENT IN ACCORDANCE WITH SUBSECTION 9(2) ABOVE.
4. (4) User may terminate this Agreement at any time by a written notice to EPSON or cease to use the Licensed Software, under the conditions that User has complied with and not breached any terms and conditions hereof at the time of the termination.
5. (5) Upon termination of this Agreement, all licenses granted hereunder shall automatically and simultaneously terminate, and User shall (a) return the Epson CD to EPSON, if received from EPSON, and (b) dispose the Licensed Software including any and all copies thereof and all the related data of the Licensed Software. Termination of this Agreement will not affect any preexisting end user licenses to the Products.
6. (6)Except as otherwise provided herein, the terms of Sections 4, 5, 6, 8, 9(3) (5)and (6), 10, 11, 12 and 14 shall survive termination hereof.

THE LICENSED SOFTWARE IS PROVIDED "AS IS" AND WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT AND NON-INFRINGEMENT. EPSON DOES NOT WARRANT THE ACCURACY OR RELIABILITY OF THE USE OF LICENSED SOFTWARE OR THE RESULTS OF THE USE OF THE LICENSED SOFTWARE, AND THE USE OF THE LICENSED SOFTWARE IS AT USER’S OWN RISK. EPSON DOES NOT WARRANT THAT THE LICENSED SOFTWARE WILL MEET USER’S REQUIREMENTS, OPERATE ERROR FREE, WITHOUT INTERRUPTION, OR IN COMBINATION WITH OTHER SOFTWARE, OR THAT ALL PROGRAM DEFECTS ARE CORRECTABLE.

Some jurisdictions do not allow the exclusion of damages, so the above exclusion may not apply to User.

Unless otherwise expressly provided herein, User shall NOT assign or otherwise transfer any rights and obligations hereunder, or this Agreement, to any third party without prior written consent of EPSON.

This Agreement shall be construed and governed by the laws of Japan, without reference to conflict of law provisions.

If any provision of this Agreement is determined to be invalid under applicable law, such provision shall, to that extent, be deemed omitted. The invalidity of any portion of this Agreement shall not render this Agreement or any other portion hereof invalid.

This Agreement constitutes the entire understanding and agreement between User and EPSON relating to the subject matter hereof, and supersedes any previous communications, representations, or agreements, whether oral or written, between User and EPSON in respect of the subject matter hereof.