Nikon Corporation
License Agreement

This Nikon License Agreement ("Agreement") is a legal agreement between you (either an individual or single entity) and Nikon Corporation ("Nikon") setting forth the terms and conditions for your use of the Nikon software accompanying this Agreement which includes computer software and may include associated media, printed materials, and "online" or electronic documentation ("SOFTWARE").

By installing, downloading and/or using this SOFTWARE, you indicate your acceptance of this Agreement and are agreeing to be bound by the terms of this Agreement.  If you do not agree to the terms of this Agreement, you are not authorized to install, download or use this SOFTWARE.  Promptly return within fifteen (15) days from the date of delivery the package to the authorized Nikon Dealer where you obtained it for a full refund.

This license is not a sale of the SOFTWARE and you do not become the owner of the SOFTWARE through your purchase, download or use.  Nikon and/or Nikon's licensor retain ownership of the SOFTWARE and all copies thereof, and reserves all rights not expressly granted to you under this Agreement.  This Agreement constitutes the complete and exclusive agreement, oral or written, between us or any associated company of ours relating to the SOFTWARE.

1.  GRANT OF LICENSE

This license allows you to:

a)  Use the SOFTWARE only on any single computer.  You must obtain a supplementary license from Nikon before using the SOFTWARE in connection with systems, multiple central processing unit, computer networks, or emulations on a main frame or mini computer;

b)  Make one copy of the SOFTWARE in machine readable form solely for back-up purposes.  This SOFTWARE is protected by copyrights laws and international copyright treaties.  You must reproduce on each copy the Nikon copyright notice and any other proprietary legends that were on the original; and

c)  Configure the SOFTWARE for your own use by adding or removing fonts, desk accessories, and/or device drivers.

2.  RESTRICTIONS

Except as otherwise stated in this Agreement, you may not make or distribute copies of the SOFTWARE to others or electronically transfer the SOFTWARE from one computer to another over a network.  The SOFTWARE contains trade secrets, and in order to protect them, you may not decompile, reverse engineer, disassemble or otherwise reduce the SOFTWARE to a human-perceivable form.  YOU MAY NOT ASSIGN OR OTHERWISE DISPOSE OF, MODIFY, ADAPT, TRANSLATE, RENT, LEASE, LOAN, RESELL, DISTRIBUTE, NETWORK, OR CREATE DERIVATIVE WORKS BASED UPON THE Software OR ANY PART THEREOF.

3.  TERMS

This License is effective until terminated.  This license will terminate automatically without notice from Nikon if you fail to comply with any provisions of this license.  Upon termination, you must destroy the SOFTWARE and all copies thereof immediately.  You may terminate this license at any time by destroying the SOFTWARE and all copies thereof.

4.  FOREIGN EXPORT

You agree to certify that neither the SOFTWARE nor any related technical data is being or will be shipped, transferred, re-exported or used directly or indirectly in or into any country outside of the Country in which it was sold or downloaded.

5.  DISCLAIMER OF WARRANTY

a)  Nikon warrants that the disk on which the SOFTWARE is recorded is free from defect materials and workmanship under normal use and conditions for a period of ninety (90) days from the date of delivery to the original license as evidenced by the original receipt.  During this period, if there is any defect in the materials or workmanship to the disk, you should return it the Nikon authorized dealer who supplied it, together with your original fee receipt, and it will be repaired or replaced free of charge.  If you ship the SOFTWARE to your Nikon authorized dealer, you must pay all postage, shipping, transportation, insurance, and delivery costs.  PROVIDED, HOWEVER, THAT THIS WARRANTY DOES NOT APPLY TO THE DOWNLOADED Software .
 
b)  THIS WARRANTY EXTENDS TO THE ORIGINAL LICENSEE ONLY AND IS NOT ASSIGNABLE OR TRANSFERABLE. THIS WARRANTY DOES NOT APPLY TO ANY DISK WHICH HAS BEEN SUBJECT TO MISUSE, ABUSE, NEGLIGENCE OR ACCIDENT.  ANY REPAIRED OR REPLACED DISK SHALL BE WARRANTED FOR THE REMAINDER OF THE ORIGINAL LIMITED WARRANTY OR THIRTY (30) DAYS, WHICHEVER IS LONGER.  ANY WARRANTY IMPLIED BY LAW ON THE DISK, INCLUDING, BUT NOT LIMITED TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARE LIMITED TO THE DURATION OF THE ABOVE WARRANTY.  NIKON'S ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY HEREUNDER IS LIMITED SOLELY TO THE REPAIR OR REPLACEMENT OF THE DISK ON WHICH THE Software IS RECORDED, OR, AT NIKON'S OPTION, A REFUND OF THE LICENSE FEE.  PROVIDED, HOWEVER, THAT THIS WARRANTY DOES NOT APPLY TO THE DOWNLOADED Software . 
 
c)  EXCEPT FOR THE LIMITED WARRANTY FOR THE DISK ON WHICH THE Software IS RECORDED AS SET FORTH ABOVE, NIKON MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED.  THE Software IS PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTY OF ANY KIND, AND NIKON, ITS EMPLOYEES, DISTRIBUTORS, DEALERS AND AGENTS SPECIFICALLY DISCLAIM ANY WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.  IN NO EVENT, DOES NIKON, ITS EMPLOYEES, DISTRIBUTORS, DEALERS, OR AGENTS WARRANT THE PERFORMANCE OF OR THE RESULTS YOU MAY OBTAIN FROM THE Software, OR THAT THE Software WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE Software WILL BE UNINTERRUPTED AND ERROR-FREE.  IF THE Software IS DEFECTIVE, YOU ASSUME ALL COSTS OF REPAIR AND SERVICING, IN NO EVENT SHALL NIKON, ITS ASSOCIATED COMPANIES OR THEIR DEALERS, OR AGENTS BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES, LOSSES OR, EXPENSES OF ANY KIND, WHETHER LOSS OF PROFITS, BUSINESS INTERRUPTION, OR OTHERWISE ARISING OUT OF OR RESULTING FROM THE Software, HOWEVER CAUSED, EVEN IF NIKON OR ITS REPRESENTATIVES OR AGENTS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES, OR EXPENSES.  THIS DISCLAIMER CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT AND NO USE OF THE Software IS AUTHORIZED EXCEPT UNDER THIS DISCLAIMER.

d)  UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT OR OTHERWISE, SHALL NIKON NOR ANY OF ITS ASSOCIATED COMPANIES HAVE LIABILITY OR RESPONSIBILITY OF ANY KIND (INCLUDING LIABILITY FOR NEGLIGENCE) TO YOU OR ANY OTHER PERSON OR ENTITY WITH RESPECT TO ANY LIABILITY, LOSS OR DAMAGE (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES) CAUSED OR ALLEGED TO HAVE BEEN CAUSED, DIRECTLY OR INDIRECTLY, BY THE Software, SOLD, LICENSED, OR FURNISHED BY NIKON OR ANY OF ITS ASSOCIATED COMPANIES. YOUR STATUTORY RIGHTS ARE NOT AFFECTED BY THIS AGREEMENT.

e)  Nikon hereby reserves the right to modify, adapt, translate or improve the SOFTWARE at any time.
 
6.  GENERAL

This Agreement is governed and shall be construed in accordance with the laws of Japan.  If any provision of the Agreement shall be determined invalid for any reason, the remaining provisions shall not be invalidated and shall remain in full force and effect.  This Agreement supersedes and replaces any other agreements relating to the subject matter of this Agreement.  In the event a dispute arises under or in connection with this Agreement, you hereby consent to personal jurisdiction of the district court of Tokyo and waive any objection that such forum is inconvenient.  You further consent to service of process in any such action by regular mail or other commercially reasonable means of receipted delivery.

 