END USER LICENSE AGREEMENT

(NAMCO NETWORKS AMERICA INC. APPLICATION)

USE OF THIS APPLICATION IS SUBJECT TO THE SOFTWARE LICENSE TERMS SET FORTH BELOW.  THE TERM "APPLICATION" INCLUDES THE SOFTWARE ITSELF, TOGETHER WITH ANY AND ALL ONLINE AND/OR ELECTRONIC DOCUMENTATION, ASSOCIATED MEDIA, PRINTED MATERIALS AND OTHER ASSOCIATED MATERIALS.  THE TERM “APPLICATION” MAY ALSO INCLUDE, WHERE APPLICABLE, ADDITIONAL CLIENT-RESIDENT SOFTWARE WHICH MANAGES THE DOWNLOAD AND OPERATION OF OTHER COMPONENTS OF THE APPLICATION, AND WHICH MAY PROVIDE OTHER FUNCTIONALITY AS WELL, WHICH CLIENT-RESIDENT SOFTWARE MAY BE UPDATED FROM TIME TO TIME WHILE THE APPLICATION IS RESIDENT ON THE CLIENT DEVICE, IN THE SOLE DISCRETION OF NAMCO NETWORKS AMERICA INC. AND/OR ITS AFFILIATED COMPANIES (COLLECTIVELY “NAMCO”).  YOU ARE SOLELY RESPONSIBLE FOR ANY AND ALL TELECOMMUNICATIONS OR OTHER CONNECTIVITY CHARGES INCURRED THROUGH YOUR USE OF THE APPLICATION.  EXCEPT IN THE CASE OF APPLICATION COMPONENTS PROVIDED BY THIRD PARTIES (WHOSE COLLECTION AND USAGE OF PERSONAL INFORMATION, IF ANY, ARE GOVERNED BY THEIR OWN RESPECTIVE PRIVACY POLICIES), PERSONAL INFORMATION WHICH YOU MAY PROVIDE TO NAMCO OR ITS DESIGNEES IS GOVERNED BY NAMCO’S STANDARD PRIVACY POLICY, AS IT MAY BE UPDATED FROM TIME TO TIME.  BY DOWNLOADING, INSTALLING, AND/OR USING THIS APPLICATION, YOU ACCEPT AND EXPRESSLY CONSENT TO THE TERMS OF THIS LICENSE WITH NAMCO. 

 

1.  LIMITED USE LICENSE.  Namco grants you the non-exclusive, non-transferable, limited right and license to install and use one (1) copy of this Application solely and exclusively for your personal use. All rights not specifically granted under this Agreement are reserved by Namco. This Application is licensed, not sold.  Your license confers no title or ownership in this Application and should not be construed as a sale of any rights in this Application.

 

2.  OWNERSHIP.  All title, ownership rights, and intellectual property rights in and to this Application (including but not limited to any trademarks, titles, computer code, themes, objects, characters, character names, stories, dialog, catch phrases, locations, concepts, artwork, animation, sounds, musical compositions, audio-visual effects, methods of operation, moral rights, any related documentation, and "applets" incorporated into this Application) are owned by Namco or its licensors. This Application is protected by the copyright laws of the United States, international copyright treaties and conventions and other laws. This Application may also contain certain materials licensed from third party licensors, and Namco's licensors may also protect their rights in the event of any violation of this Agreement.

 

3.  YOU AGREE THAT YOU WILL NOT DO ANY OF THE FOLLOWING:  (a) exploit this Application or any of its component parts commercially;  (b) use this Application, or permit use of this Application, on more than one client device (e.g. computer, handset, PDA or other device) at the same time;  (c) make copies of this Application or any part thereof, or make copies of any of its accompanying material;  (d) sell, rent, lease, license, distribute, loan or otherwise transfer this Application, or any copies of this Application, without the express prior written consent of Namco;  (e) reverse engineer, decompile, disassemble or otherwise reduce this Application to any human-perceivable form;  (f) modify, adapt, translate or otherwise create derivative works based on this Application; (g) disable, modify or otherwise tamper with any anti-piracy/anti-hacking/digital rights management functionality of this Application;  (h) remove, disable or circumvent any proprietary notices, marks or labels contained on or within this Application or its accompany material;  or  (i) export or re-export this Application or any portion, process, copy or adaptation hereof in violation of any applicable laws or regulations.  YOU FURTHER ACKNOWLEDGE AND AGREE THAT, if the Application was provided to you for trial use (e.g. for “beta” testing, and/or for a limited trial period or number of uses):  (j) you will not use the Application following the expiration of the permitted trial period or number of uses; and (k) the Application may include code designed to prevent you from exceeding these limits, and such code may remain on your client device after deletion of the Application in order to prevent you from installing another copy and repeating the trial period or extending the number of uses.



4.  DISCLAIMER OF WARRANTY.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: (a) THIS APPLICATION IS PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE; (b) THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THIS APPLICATION IS WITH YOU; (c) NAMCO WILL HAVE NO LIABILITY TO YOU FOR ANY REASON BASED ON YOUR USE OF THIS APPLICATION UNLESS SUCH WARRANTIES ARE LEGALLY INCAPABLE OF EXCLUSION; AND (d) NAMCO'S ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE USE OF ANY SOFTWARE PROVIDED BY OR ON BEHALF OF NAMCO WILL BE THE REPLACEMENT OF ANY NAMCO SOFTWARE FOUND TO BE DEFECTIVE (OR, AT NAMCO’S SOLE OPTION AND DISCRETION, REFUND OF THE ACTUAL PRICE PAID FOR THE LICENSE TO USE THIS APPLICATION). SOME JURISDICTIONS MAY NOT ALLOW (OR MAY LIMIT) DISCLAIMERS OF CERTAIN WARRANTIES, IN WHICH CASE THE FOREGOING DISCLAIMERS WILL BE ENFORCED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

 

5.  LIMITATION OF LIABILITY.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: (a) IN NO EVENT WILL NAMCO BE LIABLE FOR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND RESULTING FROM USE, POSSESSION, MISUSE OR MALFUNCTION OF THIS APPLICATION, INCLUDING WITHOUT LIMITATION DAMAGE TO PROPERTY, LOSS OF GOODWILL, COMPUTER OR HANDHELD DEVICE FAILURE OR MALFUNCTION AND DAMAGES FOR PERSONAL INJURY, EVEN IF NAMCO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (b) NAMCO'S LIABILITY WILL IN NO EVENT EXCEED THE ACTUAL PRICE PAID FOR THE LICENSE TO USE THIS APPLICATION. SOME JURISDICTIONS MAY NOT ALLOW CONTRACTUAL LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS AND/OR EXCLUSION OR LIMITATION OF LIABILITY FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, IN WHICH CASE NAMCO'S WARRANTY PERIOD AND LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. 

 

6.  TERMINATION.  Without prejudice to any other of Namco’s rights or of your obligations hereunder, the limited license set forth in Section 1 of this Agreement will terminate automatically if you fail to comply with the terms and conditions of this Agreement.  In such event, you must destroy all copies of this Application and all of its component parts and related materials.  

 

7.  U.S. GOVERNMENT RESTRICTED RIGHTS.  This Application, related materials and documentation have been developed entirely with private funds.  If you are a U.S. Government user then the Application is provided with “RESTRICTED RIGHTS” as set forth in subparagraphs (c)(1) & (2) of the Commercial Computer Software Restricted Rights clauses at FAR 52.227-19, or subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clauses at DFARS 252.227-7013, as the case may be.  Use, duplication or disclosure of this Application, related materials and documentation by the U.S. Government or by a U.S. Government subcontractor is subject to statutory restrictions.  The Licensor/Manufacturer is Namco Networks America Inc., 1740 Technology Drive, Suite 320, San Jose, California 95110.

 

8.  INJUNCTIVE RELIEF.  You understand and agree that Namco could be irreparably damaged if the terms of this Agreement were not specifically enforceable by Namco, and you therefore agree that Namco will be entitled, without bond, other security or proof of damages, to appropriate equitable remedies with respect to breaches of this Agreement, in addition to any and all other remedies which Namco may have under applicable laws.

 

9.  INDEMNITY.  You agree to indemnify, defend and hold Namco, its partners, affiliates and contractors, and its and their respective officers, directors, employees and agents harmless from all damages, losses and expenses arising directly or indirectly from your acts and omissions in contravention of the terms of this Agreement

 

10.  MISCELLANEOUS.  (a) This Agreement represents the complete agreement between the parties concerning the license of this Application, and supersedes all prior or contemporaneous agreements and representations between them regarding the same subject matter.  (b) This Agreement may be amended only by a writing executed by both parties.  (c) If any provision of this Agreement is held to be unenforceable for any reason, such provision will be reformed only to the extent necessary to make it enforceable, and the remaining provisions of this Agreement will not be affected.  (d) This Agreement will be governed by the laws of the State of California as such law is applied to agreements between California residents entered into and to be performed entirely within California, except as it may be governed by United States federal law, and you consent to the exclusive jurisdiction of the state and federal courts sitting in Santa Clara County, California, and hereby waive any objection to personal jurisdiction or venue in such courts.  (e) You agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to this End User License Agreement, nor to any dispute or transaction arising hereunder or in connection herewith.  (f) If this End User License Agreement is translated into a language other than English, you agree that the English version will prevail to the extent of any discrepancy in meaning between the English version and its translation.  (g) Except and only to the extent prohibited by applicable law, you agree that any and all disagreements, disputes, claims, mediation, arbitration, litigation, etc., related to this End User License Agreement shall be conducted in the English language, including but in no way limited to all correspondence, requests, motions, notices, consents, requests for discovery, interrogatories, submissions, filings, pleadings, arguments, orders and judgments. 

 

©2009 Namco Networks America Inc.  All rights reserved. 



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