IMPORTANT - READ CAREFULLY: This URGENT NOTICE Click-Wrap License Agreement (hereinafter “Agreement”) is a legal contract between you (either an individual or a single business entity, hereinafter referred to as “Licensee”) and Panasonic Connect Co., Ltd. (hereinafter “Licensor” or “Panasonic”), for the URGENT NOTICE Software (the “Software”) in object code only. The term “Software” also includes any supplied corrections, bug fixes, enhancements, updates or other modifications created and supplied by Panasonic and any user manuals or other documentation supplied by Panasonic in conjunction with the Software.
BY CLICKING THE “ACCEPT” BUTTON BELOW, OR BY DOWNLOADING, INSTALLING OR OTHERWISE USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. BY ACCEPTING THIS AGREEMENT OR USING THE SOFTWARE, YOU AGREE TO ALL OF THESE TERMS, AND CONSENT TO THE TRANSMISSION OF CERTAIN INFORMATION DURING ACTIVATION AND/OR DURING YOUR USE OF THE SOFTWARE AS PER THE PRIVACY STATEMENT DESCRIBED IN SECTION 3. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT DOWNLOAD, INSTALL, OR USE THE SOFTWARE. BY ACCEPTING THIS AGREEMENT OR USING THE SOFTWARE, YOU ACCEPT THAT FROM TIME TO TIME NOTIFICATIONS AND OR INSTRUCTIONS MAY APPEAR ON THE HARDWARE PLATFORM YOU USE THAT MAY IMPACT IT, OR RENDER IT TEMPORARILY INOPERABLE.
Grant of License. Provided that Licensee is in material compliance with the terms and conditions of this Agreement, Licensor hereby grants to Licensee, pursuant to the terms and conditions of this Agreement, a nonexclusive, nontransferable license (hereinafter “License”) to use the Software for the purposes specified herein.
Authorized Use. Licensee shall use the Software only to receive and/or facilitate timely product and service support, including recall notifications (“Notifications”). Notifications shall mean the electronic transmission of information from Panasonic to Licensee pertinent to the hardware platform the Software is being or has been installed on.
Restrictions on Use. Licensee agrees to use the Software only for Licensee’s own business, including in conjunction with its affiliates or channel reseller partners that are duly registered and participating in any Panasonic Notification Program. Under no circumstances shall Licensee (i) permit any unrelated third parties to use the Software or (ii) enter or permit the data of any other party to be entered.
Modifications; Reverse Engineering. Licensee agrees that only Licensor shall have the right to alter, maintain, enhance or otherwise modify the Software. Licensee shall not disassemble, decompile or reverse engineer the Software or attempt to do the same. Licensee shall not permit or assist any third party to disassemble, decompile or reverse engineer the Software.
Material Terms and Conditions. Licensee specifically agrees that each of the terms and conditions of this Section 1 are material and that failure of Licensee to comply with these terms and conditions shall constitute sufficient cause for Licensor to terminate this Agreement. This Subsection 1.e shall not be relevant in determining the materiality of any other provision or breach of this Agreement by either Party.
Reservation of Rights. Licensor hereby reserves any and all rights not expressly and explicitly granted in this Agreement, including, but not limited to, Licensor’s right to license the Software to any third party.
Term and Termination of License. The License granted hereunder shall become effective upon Licensee’s acceptance of the terms of this Agreement and shall extend until the termination of Licensee’s use of the Software. This License will also terminate effective immediately upon occurrence of the conditions thereof set forth elsewhere in this Agreement, or if Licensee fails to comply with any term or condition contained herein. Upon any such termination, Licensee agrees to discontinue use of the Software and to destroy, at its expense, the Software and related documentation together with all copies thereof in any form.
Representations by Licensee. By accepting this Agreement and/or by using the Software, Licensee hereby represents and warrants that all information provided by Licensee to Licensor during the registration process for the Software is true and accurate in all material respects. Licensee further represents and warrants that Licensee has been duly authorized to enter into this Agreement for and on behalf of any person, company, or other entity specified during the initial registration process for the Software. Should either of these representations prove false at any time, Licensor may, in Licensor’s sole discretion, immediately discontinue Licensee’s access to and disable Licensee’s use of the Software without notice and without recourse by Licensee.
Title. Licensee and Licensor agree that Licensor owns all proprietary rights, including patent, copyright, trade secret, trademark and other proprietary rights, in and to the Software and any corrections, bug fixes, enhancements, updates or other modifications, including custom modifications, to the Software, whether made by Licensor or any third party. No title to the Software is transferred hereby and Licensee’s rights hereunder are strictly limited as set forth herein.
Transfers. Under no circumstances shall Licensee sell, license, publish, display, distribute, or otherwise transfer to a third party the Software or any copy thereof, in whole or in part, without Licensor’s prior written consent.
Consent. Some of the Software features may send or receive information related to use of Panasonic product by Licensee when using those features. By accepting this Agreement and using the Software you agree that Panasonic may collect and use Licensee information related to use of Panasonic product by Licensee to facilitate Notifications as required.
Licensee information. By accepting this Agreement and using the Software you agree that Panasonic may from time to time collect, via a link to a secure Panasonic’s website, certain information related to product service and support functions, including but not limited to: BIOS and EC Revisions, Product Model and Serial Numbers required by Panasonic to address issues specified in Notifications. Licensee’s personally identifiable information may be collected as part of completing this online form.
Privacy. Panasonic will not disclose or otherwise use Licensee information for any other purpose than to provide such Notifications, or for updating the Software. In case Licensee’s personally identifiable information is collected by Panasonic, such Licensee information will be collected and used in accordance with Panasonic's applicable Privacy Policy that sets forth Panasonic’s privacy and security obligations with respect to Licensee’s personal information.
Notification. Panasonic product used by Licensee may periodically access Panasonic servers, including servers that Panasonic rents or otherwise controls (“Panasonic Servers”), and download certain information regarding support services for Panasonic products used by Licensee (“Service Information”). In case, Panasonic sends Notification about Panasonic product used by Licensee, Panasonic will then transfer the Service Information to Panasonic product used by Licensee through Panasonic Servers. The Service Information transmitted to Panasonic product used by Licensee may cause the product to develop a full screen sized warning Notification message from Panasonic. Panasonic may periodically update the Software as needed to be able to properly relay such Notification messages.
Warranty. Licensor warrants to Licensee that the Software will at all times substantially comply with Panasonic’s then current specifications for the Software.
Disclaimer. EXCEPT AS EXPRESSLY SET FORTH HEREIN, PANASONIC WILL NOT PROVIDE ANY OTHER WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR INFRINGEMENT OF THIRD-PARTY RIGHTS, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE SOFTWARE, DOCUMENTATION AND OTHER FILES ARE PROVIDED “AS IS.” PANASONIC AND ITS SUPPLIERS DO NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS LICENSEE MAY OBTAIN BY USING THE SOFTWARE. Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply to Licensee. This warranty gives Licensee specific legal rights, and Licensee may also have other legal rights, which vary from jurisdiction to jurisdiction.
IN NO EVENT WILL PANASONIC BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR OTHER SIMILAR DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, BREACH OF DATA, TRANSMISSION ERRORS, SECURITY INFRINGEMENTS, INTERRUPTION OF HARDWARE FUNCTIONALITY DUE TO RECEIPT OF NOTIFICATIONS ARISING FROM THE USE OF OR INABILITY TO USE THE SOFTWARE OR FROM ANY BREACH OF WARRANTY, EVEN IF PANASONIC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Modifications. Panasonic may alter or revise the terms of this Agreement by giving Licensee thirty (30) days’ notice of the changes to be made. If Licensee does not agree to accept the changes, Licensee’s sole remedy shall be to discontinue Licensee’s use of the Software.
Governing Law/Venue/Jurisdiction. This Agreement shall be governed by and construed under the laws of the State of New York, without regard to its choice of law provisions. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. Any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted in the federal courts of the United States of America or the courts of the State of New York in each case located in the City of New York and County of New York, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.
Severability. Except as otherwise set forth in this Agreement, the provisions of this Agreement are severable, and if any one or more such provisions shall be determined to be invalid, illegal or unenforceable, in whole or in part, the validity, legality and enforceability of any of the remaining provisions or portions thereof shall not in any way be affected thereby and shall nevertheless be binding between the parties hereto. Any such invalid, illegal or unenforceable provision or portion thereof shall be changed and interpreted so as to best accomplish the objectives of such provision or portion thereof within the limits of applicable law.
Complete Agreement. The parties agree that this Agreement is the complete and exclusive statement of the agreement between the parties, which supersedes and merges all prior proposals, understandings and all other agreements, oral or written, between the parties relating to the subject matter.
Waiver. Any waiver, either expressed or implied, by either party of any default by the other in the observance and performance of any of the conditions and/or covenants of duties set forth herein shall not constitute or be construed as a waiver of any subsequent or other default.
Read and Understood. Licensee hereby acknowledges that it has read and understands this Agreement and agrees to be bound by its terms.
Headings. The headings to the Sections and Subsections of this Agreement are included merely for convenience of reference and shall not affect the meaning of the language included therein.
Survival. Provisions of this Agreement, which by their nature should apply beyond the term of this Agreement, will remain in force after any termination or expiration of this Agreement including, but not limited to, the following provisions: Governing Law, Submission to Jurisdiction, Intellectual Property Rights and Survival.