Software License Agreement

You ("Licensee") are granted a license for the Software defined in this End User License Agreement ("Agreement") on condition that you agree to the terms and conditions of this Agreement. Especially, the Software is under development and Panasonic Corporation as licensor (Panasonic) will provide the Software on trial and as sample and tester version for customer. Therefore, Licensee acknowledges and agrees that the Software on an “AS IS” basis and Panasonic and Affiliates (“Affiliates” shall mean distributor, dealer or affiliates of Panasonic which: (a) is controlled by a Panasonic; (b) controls Panasonic; or (c) is under common control with Panasonic.) shall not assume any responsibility except as expressly set forth in this Agreement to Licensee or any third parties regarding to use of the Software. Also, Panasonic, its Affiliates cannot response to any inquiries from Licensee. If Licensee does not agree to the foregoing of this clause or the terms and conditions of this Agreement, Licensee shall not use the Software in any way and Licensee shall promptly return the Software to Panasonic, and Affiliates from which you made the purchase.

Article 1 License
Licensee is granted the right to use the Software (the "Software" means the software and other related information including manuals and documentation downloaded by Licensee through the page providing this Agreement of the Panasonic website) but all applicable rights to patents, copyrights, trademarks and trade secrets in the Software are not transferred to Licensee. Licensee may only (i) develop software only for use and operation of Panasonic camera and its related products (hereinafter called “Developed Software”) at own controlled personal computer, (ii) incorporate library files as a binary format contained in the Software into the Developed Software and distribute non-detachably such the Developed Software and such library files, and (iii) let third parties use the Development Software at own controlled personal computer only for use and operation of Panasonic camera and its related products. Notwithstanding the foregoing, Licensee shall not distribute the Development Software to any third party does not agree the terms and conditions of this Agreement.

Article 2 Limitation to use
Licensee shall not and shall not let any third party use the Software and the Developed Software in any way possibly relating to (i) damage, disclosure of personal data or trade secret or any other confidential information, or environment violation (ii) risk or danger to human life, physical and health (including but not limited to medical treatment, aviation and nuclear activities), or (iii) action of antisocial member,   war support, violation of public or social order or moral. The Software was not created and developed for fitness to the foregoing use case. Therefore, Panasonic shall not any warrant the Software to fit the foregoing use case.

Article 3 Use by a third party
Licensee may not use, copy, modify, transfer or allow any third party, whether free of charge or not, to use, copy or modify the Software, except as expressly provided for in this Agreement.

Article 4 Restrictions on copying the Software
Licensee may make a single copy of the Software in whole or a part solely for back-up purpose.

Article 5 Computer of use
This software may be used on one computer (only one licensed user who are permitted to obtain access to this software). It may not be used on multiple computers.

Article 6 Reverse engineering, decompiling or disassembly
Licensee may not reverse engineer, decompile, or disassemble the Software except for sample code. Panasonic or Affiliates will not be responsible for any defects in the Software or damage to Licensee caused by Licensee's reverse engineering, decompiling or disassembly of the Software.

Article 7 Block, interference, suspension or limitation
Licensee shall not block, interfere, suspend or limit the function, action, activity and access of the Software or the Developed Software in any way.

Article 8 Incorporation of open source software or other third party’s software
Licensee shall not use and incorporate any Open Source Software (as defined in this Article) into the Software or the Developed Software. Licensee shall obtain necessary license and authorization for incorporation or combination of third party’s software and Panasonic will not assume any responsibility, fee or compensation therefor. For the purpose, the Open Source Software means any software licensed under (i) any version of the GNU General Public License or GNU Lesser General Public License issued by the  Free Software Foundation, Inc. or (ii) any other license or agreements with terms and conditions similar to the foregoing which require either party to (a) disclose or distribute to any third party all or part of the source code or object code of the Software and/or derivative works thereof, (b) license all or part of the Software and/or derivative works thereof to any third party for any purpose, (c) license any intellectual property rights owned or controlled by either party to any third party for any purpose, or (d) limit either party’s ability to freely enforce any intellectual property right owned or controlled by said party against any third party.

Article 9 Prohibition of brand misconduct
Panasonic will not grant any right relating to Panasonic brand, logo and name. Licensee shall not add indication or explanation causing misrecognition of any relationship with Panasonic through distribution of the Developed Software.

Article 10 Disclaimer
10.1 PANASONIC MAKES NO REPRESENTATION AS TO THE ACCURACY OR COMPLETENESS OF THE SOFTWARE. THE SOFTWARE IS PROVIDED ON AN “AS IS” BASIS.  PANASONIC DISCLAIMS ANY WARRANTY, EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SOFTWARE AND THE DEVELOPED SOFTWARE, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, SAFETY, EFFECTIVENESS, AVAILABILITY, QUALITY,  FITNESS FOR A PARTICULAR PURPOSE OR LAW APPLICABLE TO LICENSEE, PERFECTIBILITY AGAINST FAULT, DEFECT, ERROR, BUG AND NONINFRINGEMENT.
10.2 Licensee shall defend, indemnify, and hold Panasonic and Affiliates harmless against any cost including but not limited to damages, liabilities, expenses, court costs, attorney fees and settlement fees arising from Licensee’s action or behavior relating to this Agreement including but not limited to use of the Software, development or distribution of the Developed Software.
10.3 Licensee shall settle any claim including but not limited to civil, criminal administrative claim, assertion, suit, action or proceeding between Licensee and any third party which are arising from (i) and relating to this Agreement including but not limited to Licensee’s or any third party’s use of the Software, the Developed Software, or camera or its related product developed or sold by Panasonic, or (ii) Licensee’s breach of this Agreement.
10.4 Panasonic and Affiliates will not be any liable for any Licensee’ or any third party’s cost including but not limited to damages, liabilities, expenses, court costs, attorney fees and settlement fees which are arising from and relating to this Agreement including but not limited to Licensee’s or any third party’s use of the Software, the Developed Software, or camera or its related product developed or sold by Panasonic.
10.5 The Article 10.3 and 10.4 shall not apply Panasonic’s non fulfillment of this Agreement or unlawful act caused by Panasonic’s willful or gross negligence. EXCEPT AS THE CASE ARISING FROM PANASONIC’S WILLFUL OR GROSS NEGLIGENCE, IN NO EVENT SHALL PANASONIC BE LIABLE TO LICENSEE AND ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, LOSS, EXPENSE, COST, CLAIM OR DEMAND ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT, THE SOFTWARE OR THE DEVELOPED SOFTWARE, AND PANASONIC’S AGGREHATE LIABILITY UNDER THIS AGREEMENT SHALL BE LIMITED TO (I) THE LICENSEE’S DIRECT AND ACTUAL DAMEGES AND (II) THE HIGHER 10,000 JAPANESE YEN OR THE CONSIDERLATION ACTUALLY PAID FROM LICENSEE TO PANASONIC PURSUANT TO THIS AGREEMENT.

Article 11 Updates of the Software
Panasonic may, on its discretion, update the Software for the purpose of correction, improvement, addition or modification. Licensee acknowledges and agrees that The Software may be changed by such updates and Panasonic may the Software updates obligation of Licensee into the condition for continuation of the Software. In this case, Licensee shall immediately update the Software if Licensee desire to continue use of the Software or Licensee shall cease and destroy all of the Software possessed by Licensee. Regardless of whether degrade the Software in connection with such updates, Panasonic aggregate liability shall be limited to the extent set forth in the second sentence of Article 10.5.

Article 12 Export control
Licensee agrees not to export or re-export to any country the Software or the Developed Software in any form without the appropriate export licenses under regulations of the country where Licensee resides, if necessary.

Article 13 Termination of license
Panasonic will not oblige enforceable license for Licensee or any third party. If Panasonic recognizes any faults, defects, bugs or errors of the Software, infringements of Panasonic’s rights from the Development Software or Panasonic decides under its sole direction, Panasonic may terminate license rights relating to the Software and the Developed Software arising from the terms and conditions of this Agreement, without any limitations, payments or compensations to Licensee or any third parties, provided that Panasonic inform in advance including but not limited to notice on Panasonic website.

Article 14 Effect of termination
All license based on this Agreement shall be terminate automatically in the event that Licensee breaches the provisions of this Agreement or Panasonic’s suspension of providing license in accordance with the Article 13. In this case, Licensee shall destroy the Software and suspend the distribution of the Software.

Article 15. Change of terms and conditions
Panasonic may change the terms and conditions of this Agreement under its sole direction, provided that Panasonic inform in advance including but not limited to notice on Panasonic website. In this case, Licensee shall accept and comply the changed terms and conditions of this Agreement after the effective date of such changes.

Article 16 Change of Panasonic
Licensee acknowledge and agree that if Panasonic assign or transfer its business relating to this Agreement, Panasonic may assign or transfer any of its rights and obligations under this Agreement to the successor without any consent from Licensee. In other case, Panasonic may, on its discretion, Panasonic may assign or transfer any of its rights and obligations under this Agreement to any third party provided that Panasonic shall inform it on reasonable term.

Article 17 Governing law
To the extent permitted by applicable law, this Agreement shall be construed by and will be applied by japan law only. In the event that any conflict, claim, action and lawsuit will be occurred between Licensee and Panasonic, exclusive jurisdiction and venue will the Tokyo District Court as the court of first instance. If any portion of this Agreement will be invalid or unenforceable under the law, other portion of this Agreement will remain in full force and effect under the extent permitted by the law.

Last updated June 28, 2021

Changes
December 24, 2020 Changed the contents of the Software License Agreement ‘Article 8 Incorporation of open source software or other third party's software’.
Changes:Removed items (ii) and (iii)
June 28, 2021
• The expression of Panasonic's distributors and dealers set forth in the recital and others were reviewed to Panasonic's affiliates and clarified.
• The Extent of limitation to use of the Software and the Developed Software set forth in the Article 2 was specified.
• The conditions of Panasonic's or its affiliate's liability set forth in the Article 10 and others were collected into the new Article 10 and the extent were clarified.
• The conditions of updates was newly added on the Article 12.
• The assignment of rights or obligations under this Agreement was newly added on the Article 16.
• The conditions if the Articles of this Agreement will be invalid or unenforceable was added on the Article 17.
• Some new correct language was provided for such as mistakes of description.