END USER LICENSE AGREEMENT for RISO Wake-up Tool

IMPORTANT:  PLEASE READ THIS END USER LICENSE AGREEMENT FOR RISO WAKE-UP TOOL (THE "AGREEMENT") BEFORE USING "RISO WAKE-UP TOOL" (THE "SOFTWARE") .  CLICKING THE "AGREE" BUTTON INDICATES THAT YOU HAVE READ AND UNDERSTOOD THIS AGREEMENT, ACCEPTED IT AND AGREED TO ALL OF ITS TERMS AND CONDITIONS.

IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, PROMPTLY RETURN THE SOFTWARE, TO YOUR LOCAL DEALER OR THE RISO BRANCH(*) WHERE YOU PURCHASED IT. 

YOU MAY NOT USE, COPY, MODIFY, DISPLAY OR TRANSFER THE SOFTWARE EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT.

This Agreement constitutes a legal and binding agreement between you (either as an individual or a single corporate entity), on the one hand, and RISO Kagaku Corporation ("RISO"), any third-party suppliers (the "Suppliers") that supplied all or portions of any software incorporated into software used for the Software. You understand and acknowledge that RISO is bound by certain restrictive licenses granted to it by the Suppliers for the Software.

LICENSE.  The Software provided to you for the Software is licensed, not sold.  Subject to the terms and conditions of this Agreement, you are granted a nonexclusive and nontransferable right to use the Software only for printers made by RISO.

LIMITATIONS ON USE.  You may not directly or indirectly sublicense the Software, convey, delegate or transfer this license, or otherwise transfer or distribute copies of the Software or any portion thereof to a third party.  Any attempt to make such sublicense or convey, delegate or transfer by you is void, constitutes a material breach of this Agreement and may be a breach of other agreements you are bound under this Agreement.  You are prohibited, to the fullest extent such prohibition is permitted under applicable law, from designing around, reverse engineering, disassembling, or decompiling the Software or otherwise attemptin to recreate its source code.

OWNERSHIP.  You agree that you neither own nor hereby acquire any claim or right of ownership to the Software, and RISO or the Suppliers own the Software.  You own only the physical media purchased by you on which the Software resides.  You will protect the Software from unauthorized duplication or use.  RISO and the Suppliers reserve all rights not expressly granted to you under this Agreement.

LIMITED WARRANTY.  RISO warrants only that the media on which the Software is furnished is free from defects in materials and workmanship for ninety (90) days from the date you purchased it.  RISO does not represent or warrant that the Software will meet your requirements or operate free from error.  EXCEPT FOR THIS EXPRESS, LIMITED WARRANTY, RISO PROVIDES THE SOFTWARE "AS IS" WITHOUT ADDITIONAL REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, NON-INTERUPTION OF USE, OR FREEDOM FROM PROGRAM ERRORS.  RISO MAKES NO, AND HEREBY DISCLAIMS ANY IMPLIED INDEMNITIES.

Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply to you.  

LIMITATION OF REMEDIES. Your sole and exclusive remedy for the breach of warranty hereunder shall be to return the media to the local dealer or RISO Branch(*) from whom you purchased the Software, postage prepaid, along with a copy of your purchase receipt.  Your local dealer or RISO Branch(*) will, at its sole option (i) replace the Software or media with Software or media which conforms to the warranty, or (ii) correct the error.  

ASSIGNMENT.  You may assign this Agreement to an assignee (the "Assignee"), only in the event that you transfer the media on which the Software is furnished to the Assignee, and Assignee agrees to be bound by all of the terms and conditions of this Agreement and of any other agreement mentioned herein.

TERM AND TERMINATION.  This license is effective until terminated. This license is terminated immediately if you make any unauthorized copies of the Software, or otherwise fail to comply with the terms and conditions of this Agreement. You agree that upon such termination you will destroy all copies of the Software and thereafter immediately cease any and all use of the Software.

PRODUCT SUPPORT.  For the product support for the Software, please contact the local dealer or RISO Branch(*) from whom you purchased your RISO Printer.

LIMITED LIABILITY.  TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, IN NO EVENT SHALL RISO, ITS AGENTS OR REPRESENTATIVES, OR THE SUPPLIERS BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, NOR FOR ANY COSTS OF PROCURING SUBSTITUTE GOODS OR SERVICES, ANY LOSS OF USE, DATA OR PROFITS, NOR ANY INTERRUPTION OF BUSINESS DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE SOFTWARE OR THE DEVICE, HOWEVER CAUSED, AND WHETHER RISO, ITS AGENTS OR REPRESENTATIVES OR THE SUPPLIERS HAVE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  

RISO, ITS AGENTS AND REPRESENTATIVES, AND THE SUPPLIERS WILL NOT BE RESPONSIBLE FOR ANY MALFUNCTIONS, ERRORS, INACCURACIES, OR IMPROPER RESULTS ATTRIBUTABLE TO YOUR INCORRECT OR UNAUTHORIZED USE OF ANY SOFTWARE.  UNLESS A MANDATORY LAW OF YOUR SPECIFIC JURISDICTION REQUIRES A HIGHER LIABILITY ,IN NO EVENT SHALL THE AGGREGATE LIABILITY OF RISO, ITS AGENTS AND REPRESENTATIVES, AND THE SUPPLIERS EXCEED US$500 UNDER THIS AGREEMENT.  

THE FOREGOING LIMITATIONS AND EXCLUSIONS OF LIABILITY WILL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER BASED ON CONTRACT, STRICT LIABILITY, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL OR EQUITABLE THEORY OF LIABILITY.

YOU UNDERSTAND AND ACKNOWLEDGE THAT CERTAIN TERMS OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION THE LIMITED WARRANTY, WARRANTY DISCLAIMERS AND LIMITATIONS AND EXCLUSIONS OF LIABILITY CONSTITUTE AN AGREED ALLOCATION OF RISK BETWEEN YOU, ON THE ONE HAND, AND RISO, ITS AGENTS AND REPRESENTATIVES, AND/OR THE SUPPLIERS, ON THE OTHER HAND.  "BUT FOR" THIS ALLOCATION OF RISK, RISO WOULD NOT BE ABLE TO LICENSE OR DISTRIBUTE ITS PRODUCT AT THE PRICE WHICH YOU PURCHASED IT FOR. 

Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages so the above limitation or exclusion may not apply to you.

GENERAL.  This Agreement shall be governed by and interpreted in accordance with the laws of Japan.  The rights and obligations of the parties under this Agreement shall not be governed by the U.N. Convention on Contracts for the International Sales of Goods.  This Agreement constitutes the entire agreement between the parties with regard to the subject matter hereof, and supersedes and cancels any and all prior and contemporaneous oral or written statements or agreements relating to the subject matter hereof, the Software or the Device.  The provisions of this Agreement are separate and independent covenants, and the invalidity or unenforceability of one or more of these provisions or covenants shall not affect the validity or enforceability of the remaining provisions or of the other covenants of this Agreement.

* For end-users located in Canada, Mexico and the United States, please contact RISO, Inc. (300 Rosewood Drive, Suite 210, Danvers, MA01923, U.S.A. Phone: 978-777-7377) instead of "the local dealer or RISO Branch" described above.

