LICENSE AGREEMENT 

IMPORTANT

Please read this License Agreement carefully before downloading or using SX UVL ClientSDK for Win 32 (“Software”).

This License Agreement is a legal and binding agreement between you and Silex Technology,Inc. By downloading or using the Software, you agree to be bound by all terms and conditions of this License Agreement. If you don’t agree to this License Agreement, you shall not download or use the Software.

License Agreement

Section 1 (Purpose)

This License Agreement (“Agreement”) is intended to set forth the license terms of the Software between you (“Licensee”) and Silex Technology, Inc. (“Silex”).

Section 2 (Definitions)

2.1. The term “Software” shall mean SX UVL Client SDK for Win32.2.2. The term “Licensed Program” shall mean any and all programs contained in the Software.2.3. The term “Related Documentation” shall mean any and all documentation contained inthe Software.2.4. The term “Designated Program” shall mean any program developed by using the Software solely for use with the Designated Product and which incorporates part of theLicensed Programs.2.5. The term “Designated Product” shall mean any product incorporating functions of the USB Virtual Link Technology provided by Silex and which is manufactured or sold by Licensee or Silex.

Section 3 (License)

Subject to the terms and conditions of this Agreement, Silex grants to Licensee, during the term of this Agreement, a non-exclusive, non-transferable and worldwide license:(a) to use and copy the Licensed Programs solely for the purpose of developing the Designated Programs;(b) to use and copy the Related Documentation solely for the purpose of developing the Designated Programs;(c) to use the Designated Programs incorporating part of the Licensed Programs (in object code form only) with the Designated Product;(d) to distribute the Designated Programs incorporating part of the Licensed Programs(in object code form only) to end users of the Designated Product solely for the purpose of being used with such Designated Product and have such end users use the Designated Programs with such Designated Product.

Section 4 (Restrictions)

4.1. Licensee shall not use or have any third party use the Software except as expressly provided in Section 3.4.2. Licensee shall not sell, assign, lend, rent, distribute or transmit all or part of the Software except as expressly provided in Section 3.4.3. Licensee shall not develop any program other than the Designated Program by using the Software.4.4. Licensee shall not use or distribute all or part of the Software for the purpose of being used with any product other than the Designated Product.4.5. Licensee shall not sub license any rights and licenses granted in Section 3 to any third party without the prior written consent of Silex.4.6. Licensee shall not alter or remove any trademark, copyright or other proprietary notices of Silex or its licencor in the Software without the prior written consent of Silex.4.7. Licensee shall not reverse engineer, decompile or disassemble all or part of the Software.4.8. If Licensee uses open source software in conjunction with the Software, Licensee shall represent and warrant that such use does not (a) create any obligation of Silex with respect to the Software (including, but not limited to, public disclosure of its source code) and (b)convey or grant to any third party any intellectual property or proprietary rights of Silex or its licencor in the Software. If open source software is provided under the terms which require disclosing and having any third party freely use the source code of its derivative or modification, Licensee shall not develop a program which contains code from the Software and such open source software by using the Software and such open source software.Licensee shall not combine the Software with open source software in any manner that causes the Software to become subject to the terms of such open source software license.

Section 5 (Ownership)

5.1. Silex and its licencor retain all right, title and interest in and to the Software including,but not limited to, patents, copyrights, know-how and other intellectual property rights.5.2. Except as expressly provided herein, no license or right is hereby conveyed or granted by Silex to Licensee with regard to the Software.

Section 6 (Support)

6.1. Silex provides no support service for the Software. In no event shall Silex be obligated to provide support for the Software to Licensee here under.6.2. Notwithstanding the provision of Section 6.1., Licensee may request Silex to provide technical support for the Software with charge. If both parties agree after consulting each other about its availability, fees and other terms, Licensee and Silex shall enter into a technical support agreement for such paid technical support.

Section 7 (Updates)

7.1. In the cases where Silex,in its sole discretion, provides Licensee with or without charging a program or documentation which is modified or added new functions to the Software including, but not limited to, updates, upgrades or version up (hereinafter collectively referred to as the “Updates”), the Updates shall, except as otherwise designated by Silex, be deemed tobe part of the Licensed Programs or the Related Documentation and the provisions of this Agreement shall be applied to such Updates.7.2. The provision of Section 7.1 shall not obligate Silex to provide any Updates to Licensee.

Section 8 (Open Source Software)

The Licensed Programs may contain open source software provided under separate license terms. The applicable open source license terms are identified in documents or files provided with the delivery of the Software. Licensee’s use of the open source software in conjunction with the Licensed Programs in a manner consistent with the terms of this Agreement is permitted, however, Licensee may have broader rights under the applicable open source license terms and nothing in this Agreement is intended to impose further restrictions which would conflict with the open source license terms on Licensee’s use of the open source software.

Section 9 (Disclaimer of Warranties)

THE SOFTWARE IS PROVIDED “AS IS”WITHOUT WARRANTY OF ANY KIND. SILEX DISCLAIMS ALL WARRANTIES, REPRESENTATIONS OR CONDITIONS WITH RESPECT TO THE SOFTWARE, EITHER EXPRESS, IMPLIED OR STATUTORY,INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES,REPRESENTATIONS OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. SILEX DOES NOT WARRANT THAT THE SOFTWARE WILL BE ERROR-FREE, THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED, OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED.

Section 10 (Limitation of Liability)

10.1. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL SILEX BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO,LOSS OF PROFITS, BUSINESS INTERRUPTION, OR LOSS OF DATA OR INFORMATION, ARISING OUT OF OR RELATED TO THE LICENSEE’SUSE OR INABILITY TO USE THE SOFTWARE, WHETHER BASED ON CONTRACT,TORT OR ANY OTHER LEGAL THEORY,EVEN IF SILEX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF THE REMEDY FAILS OF ITS ESSENTIAL PURPOSES.10.2. SILEX SHALL NOT BE LIABLE OR RESPONSIBLE FOR ANY CLAIMS,DISPUTES, PROCEEDINGS OR OTHER ACTIONS BETWEEN LICENSEE AND ANY THIRD PARTY ARISING OUT OF OR IN CONNECTION WITH THE SOFTWARE.LICENSEE SHALL USE THE SOFTWARE AT ITS OWN RISK. IF A THIRD PARTY INCURS ANY LOSS, EXPENSE OR DAMAGE ARISING OUT OF OR IN CONNECTION WITH LICENSEE’S USE OF THE SOFTWARE, OR IF ANY CLAIMS, DISPUTES,PROCEEDINGS OR OTHER ACTIONS ARE BROUGHT AGAINST LICENSEE ARISING OUT OF OR IN CONNECTION WITH LICENSEE’S USE OF THE SOFTWARE,LICENSEE SHALL SETTLE THEM AT ITS OWN EXPENSE AND RESPONSIBILITY.

Section 11 (Export Control)

Licensee shall not export or re-export the whole or any part of the Software, directly orindirectly, in violation of any applicable laws and regulations.

Section 12 (No Assignment)

Licensee shall not assign or transfer the whole or any part of this Agreement without the prior written consent of Silex. Any assignment or transfer without such consent shall be null and void.

Section 13 (Term and Termination)

13.1. This Agreement shall take effect when Licensee downloads or uses the Software, and shall remain in full force until Licensee and Silex agree its termination, unless earlier terminated pursuant to Section 13.2.13.2. This Agreement shall automatically terminate upon any breach by Licensee of any provision of this Agreement.13.3. Upon termination of this Agreement, regardless of the reasons therefor, all rights and licenses granted to Licensee here under shall terminate immediately. Upon any termination of this Agreement, Licensee shall immediately cease all use of the Software and delete the Software and all copies (including backup copies) thereof, and if requested by Silex, promptly certify to Silex in writing that Licensee has done so.13.4. The provisions of Sections 4, 5, 9, 10, 12, 14 and 15 shall survive any termination of this Agreement.

Section 14 (Severability)

If any provision of this Agreement is held to be invalid or unenforceable in whole or in part by a court of competent jurisdiction, such invalidity or unenforceability shall attach only to such provision or part thereof and the remaining part of such provision and all other provisions hereof shall continue in full force and effect.

Section 15 (Governing Law and Jurisdiction)

15.1. This Agreement shall be governed by and construed in accordance with the laws of Japan.15.2. Any dispute arising out of this Agreement shall be subject to the exclusive jurisdiction of the Osaka District Court.

Important Notes:
-This Silex SX-Virtual Link SDK for Windows requires a USB Device Server to be used on the network in conjunction with the SDK.
-No support will be provided with this SDK. Please contact Sales if you would like to request a support agreement.

By proceeding to the download, you agree to the terms of the license agreement.