FeliCa SDK for Adobe AIR END-USER LICENSE AGREEMENT
“SDK for FeliCa & Adobe AIR/Adobe Flash – Basic” License Agreement
This Agreement (hereinafter referred to as this “AGREEMENT”) sets forth the terms and conditions under which Sony Corporation (hereinafter referred to as “SONY”) grants a certain license to use SONY’s product named as “SDK for FeliCa & Adobe AIR/Adobe Flash – Basic (ICS-DAF/B010(J))” (hereinafter referred to as the “SOFTWARE”) and its documentations (including without limitation user’s manuals) (hereinafter referred to as the “DOCUMENTATIONS”) to the person who agree to the terms and conditions of this Agreement and downloads the SOFTWARE (hereinafter referred to as “YOU”).
YOUR click of the “I agree” icon below, or to take any step to download, install or use all or any portion of the SOFTWARE, shall be regarded as YOUR agreement to this AGREEMENT. If you do not agree to the terms and conditions of this AGREEMENT, do not click the “I agree” icon below, nor download, install or use the SOFTWARE.
1. License Grant
1-1 Subject to the terms and conditions of this AGREEMET, SONY grants YOU a non-exclusive, non-transferrable, worldwide license with respect to the SOFTWARE and the DOCUMENTATIONS to:
1-1-1 use and have the “SOFTWARE USERS” (hereinafter defined) use the SOFTWARE and the DOCUMENTATIONS to develop any “APPLICATION SOFTWARE” (hereinafter defined);
1-1-2 make one (1) back-up copy of the SOFTWARE and the DOCUMENTATIONS; and
1-1-3 copy and distribute the APPLICATION SOFTWARE which is developed by YOU using the SOFTWARE.
1-2 For the purpose of this AGREEMENT, the terms set forth below shall have the respective meanings attributed to them.
1-2-1 “LICENSE” means the license granted under Section 1-1 above.
1-2-2 “SOFTWARE USER(S)” means the person(s) who is (are) registered as the user(s) of the SOFTWARE in the “User Registration Book” prepared by Sony; provided that such person(s) shall be an employee(s) of YOU or of YOUR subcontractor to whom YOU subcontract whole or a part of development of the SPPLICATION SOFTWARE.
1-2-3 “APPLICATION SOFTWARE” means such application software as satisfies all of the following conditions:
1-2-3-1 which controls such reader/writer as are indicated by the “SOFTWARE OPERATION ENVIRONMENT” (hereinafter defined) that such reader/writer is compatible with any or all of such (i) IC card and (ii) device products which incorporates mobile FeliCa chip as also are indicated by the SOFTWARE OPERATION ENVIRONMENT;
1-2-3-2 which is to be used on such reader/writer controller system as are operable by the operating system designated by the SOFTWARE OPERATION ENVIRONMENT; and
1-2-3-3 which is described in “Adobe AIR” or “Adobe Flash” provided by Adobe Systems Incorporated.
1-2-4 “SOFTWARE OPERATION ENVIRONMENT” means the software operation environment as described in SONY’s website titled as “FeliCa Home Page” (http://www.sony.co.jp/Products/felica/).
2-1 YOU may not use the SOFTWARE or the DOCUMENTATIONS for any purpose other than to exercise the LICENSE (by way of example, you may not develop software which is not APPLICATION SOFTWARE, or may not analyze the FeliCa technology). When YOU use the SOFTWARE under the LICENSE, YOU shall observe all the applicable conditions as are designated by SONY in the DOCUMENTATIONS (including without limitation the operation environment, model name of reader/writer).
2-2 For YOUR use and keep of the SOFTWARE and the DOCUMENTATIONS, YOU shall use reasonable efforts to establish an environment which is protected against unauthorized access from third parties and other attacks (by way of example, you shall establish a network environment which is protected by exclusive line, firewall, etc. when the SOFTWARE and the DOCUMENTATIONS are used and/or kept with a hardware connected with the network).
2-3 In connection with the SOFTWARE, YOU may not disassemble, decompile or otherwise reduce to the source code.
2-4 YOU may not copy, make reproduction of, make corrections to, add to or otherwise modify the SOFTWARE, except as permitted under this AGREEMENT.
2-5 SONY may at its sole discretion update or revise the SOFTWARE and/or the DOCUMENTATIONS, and if SONY deems it necessary, SONY may at its sole discretion provide YOU with such updated or revised version. In such case, (i) such updated or revised version shall be treated as the SOFTWARE and/or DOCUMENTATIONS from YOUR receipt of the same from SONY and (ii) YOU shall cease to use the previous version of the SOFTWARE and the DOCUMENTATIONS within ninety (90) days of YOUR receipt of such updated or revised version. Thereafter YOU may use solely such updated or revised version of the SOFTWARE pursuant to the applicable conditions as are designated by SONY in such updated or revised version of the DOCUMENTATIONS (including without limitation the operation environment, model name of reader/writer). For the avoidance of doubt, this Section 2-5 shall in no way impose on SONY to provide YOU or any third party with any updated or revised version of the SOFTWARE or DOCUMENTATIONS.
2-6 When YOU have YOUR subcontractor use the SOFTWARE, YOU shall impose upon such subcontractor the obligations to the same extent as YOU assume under this Agreement, and YOU shall be liable to SONY for such subcontractor’s compliance therewith.
3. Rights in the SOFTWARE and the DOCUMENTATIONS
3-1 Any and all copyrights and other intellectual property rights in the SOFTWARE and/or the DOCUMENTATIONS shall be the sole property of SONY or its licensors which have granted SONY the rights to grant YOU to use the SOFTWARE and/or the DOCUMENTATIONS, and YOU shall not have any rights as to the SOFTWARE and/or the DOCUMENTATIONS other than the right to use as expressly set forth in Section 1-1 above, and YOU shall not use the SOFTWARE for any purpose other than as set forth in Section 1-1 above.
4. No Liability by SONY
4-1 SONY shall not be liable for any and all damages incurred by YOU or any third party in connection with YOUR exercise of the LICENSE (including without limitation the damages caused by defect of the SOFTWARE, the DOCUMENTATIONS or the APPLICATION SOFTWARE which is developed by YOU using the SOFTWARE and/or the DOCUMENTATIONS).
5-1 SONY may terminate this AGREEMENT immediately upon occurrence of any one of the following events and shall be entitled to receive from YOU compensation for any losses or damages incurred in connection therewith:
5-1-1 YOUR breach of any of the covenants, obligations, terms or conditions hereunder;
5-1-2 YOU have lost your business license, permission and/or authorization;
5-1-3 YOU stops or suspends payment to your creditors generally or become insolvency;
5-1-4 YOU become involved in financial difficulties including the appointment of a receiver, service of a writ of execution or a writ of attachment, a moratorium on indebtedness, the filing of a petition in bankruptcy, an assignment on behalf of its creditors or any other proceeding concerning dissolution, cessation of operations, reorganization of indebtedness or the like; or
5-1-5 YOU become subject to a case for liquidation or reorganization, subject to a change in control, or have sold substantially all your businesses, assets or stock.
5-2 YOU may terminate this AGREEMENT at any time during the term of this AGREEMET, for any cause whatsoever by giving SONY a written notice thereof.
5-3 Sections 2, 3, 4, 5, 6, 7, 8, 9 and 10 shall survive any termination of this AGREEMENT in accordance with Section 5-1 or 5-2 above.
6. License Term
6-1 The term of the LICENSE under this AGREEMENT shall begin on the time of YOUR agreement to this AGREEMENT and shall end on the termination of this AGREEMENT pursuant to Section 5-1 or 5-2 above.
7. Destruction of the SOFTWARE
7-1 Within two (2) weeks after the termination of this AGREEMENT pursuant to Section 5-1 or 5-2 above, YOU must destroy any and all of the SOFTWARE and the DOCUMENTATIONS, together with all copies thereof, if any.
8. Export Control
8-1 YOU shall not export or re-export, or cause or permit the export or re-export of, any of the SOFTWARE, the DOCUMENTATIONS or any other information to be provided with by SONY to YOU under this AGREEMENT, to any destination or to any natural person or any entity in violation of the United States export control laws and regulations, Japanese foreign exchange and foreign trade control laws, regulations and ordinances (and other related laws, regulations and ordinances) as well as export control laws and regulations of any other applicable jurisdictions.
9-1 This AGREEMENT shall not be construed to provide YOU any right other than those rights explicitly provided to you under this Agreement.
9-2 YOU may not, without prior written approval of SONY, transfer or assign to any third party, in whole or in part, this AGREEMENT, the LICENSE or any other right or obligation under this AGREEMENT, nor may create any encumbrance whatsoever (including without limitation mortgage, pledge, lien or any other security interest) over the SOFTWARE, the DOCUMENTATIONS, or any of YOUR rights or obligations under or relating to this AGREEMENT.
9-3 This AGREEMENT shall be governed by and construed in accordance with the laws of Japan.
9-4 If any dispute between YOU and SONY arises with respect to any of the provisions of this AGREEMENT or in connection with this AGREEMENT, YOU and SONY shall attempt to resolve such dispute in good faith discussion.
9-5 If the dispute is not resolved through such good faith discussion, YOU and SONY shall submit the dispute to the jurisdiction of, and waive any venue objections against, the Tokyo District Court, Tokyo, Japan. YOU and SONY agree that the judgment, decree or order rendered by a court of last resort or a court of lower jurisdiction from which no appeal has been taken in Tokyo, Japan shall be final and binding upon both parties.